FLORIDA DEPARTMENT OF STATE DIVISION OF CORPORATIONS INSTRUCTIONS FOR A FLORIDA PROFIT BENEFIT CORPORATION The following are instructions, a cover letter and sample articles of incorporation for a benefit corporation pursuant to Part III of Chapter 607 and 621 Florida Statutes (F.S.), if applicable. NOTE: THIS IS A BASIC FORM MEETING MINIMAL REQUIREMENTS FOR FILING ARTICLES OF INCORPORATION. The strongly recommends that corporate documents be reviewed by your legal counsel. The Division is a filing agency and as such does not render any legal, accounting, or tax advice. This office does not provide you with corporate seals, minute books, or stock certificates. It is the responsibility of the corporation to secure these items once the corporation has been filed with this office. Questions concerning S Corporations should be directed to the Internal Revenue Service by telephoning 1-800-829-1040. This is an IRS designation, which is not determined by this office. A preliminary search for name availability can be made on the Internet through the Division s records at www.sunbiz.org. Preliminary name searches and name reservations are no longer available from the. You are responsible for any name infringement that may result from your corporate name selection. Pursuant to Chapter 607 or 621 F.S., the articles of incorporation must set forth the following: Article I: The name of the corporation must include a corporate suffix such as Corporation, Corp., Incorporated, Inc., Company, or Co. A Professional Association must contain the word chartered or professional association or P.A.. Article II: The principal place of business and mailing address of the corporation. The principal address must be a street address. The mailing address, if different, can be a P.O. Box address. Article III: Include a general business purpose or specific professional service, if a professional benefit corporation. Include general and/or specific public benefit(s) to be created by the corporation. Article IV: INHS75 (6/14) The number of shares of stock that this corporation is authorized to have must be stated.
Article V: Article VI: Article VII: The names, address and titles of the Directors/Officers/Benefit Director/Benefit Officer (optional). The names of officers/directors may be required to apply for a license, open a bank account, etc. The name and Florida Street address (P.O. Box NOT acceptable) of the initial Registered Agent. The Registered Agent must sign in the space provided and type or print his/her name accepting the designation as registered agent. The name and address of the Incorporator. The Incorporator must sign in the space provided and type or print his/her name below signature. The incorporator is the person who prepares and signs the Articles of Incorporation and then submits them for filing to the. The function of the incorporator usually ends after the corporation is filed. Part VIII: Include additional qualifications of Benefit Director, if any. An Effective Date: Add a separate article if applicable or necessary: An effective date may be added to the Articles of Incorporation, otherwise the date of receipt will be the file date. (An effective date can not be more than five (5) business days prior to the date of receipt or ninety (90) days after the date of filing). If a corporation is filed anytime prior to December 31 st, an annual report will be due on January 1 st. Important Information About the Requirement to File an Annual Report All Florida Profit Corporations must file an Annual Report yearly to maintain active status. The first report is due in the year following formation. The report must be filed electronically online between January 1 st and May 1 st. The fee for the annual report is $150. After May 1 st a $400 late fee is added to the annual report filing fee. Annual Report Reminder Notices are sent to the e-mail address you provide us when you submit this document for filing. To file any time after January 1 st, go to our website at www.sunbiz.org. There is no provision to waive the late fee. Be sure to file before May 1 st. ********************************************************************************** The fee for filing a profit corporation is: Filing Fee $35.00 Designation of Registered Agent $35.00 Certified Copy (optional) $ 8.75 (plus $1 per page for each page over 8, not to exceed a maximum of $52.50). Certificate of Status (optional) $ 8.75 Make checks payable to: Florida Mailing Street P.O. Box 6327 Clifton Building Tallahassee, FL 32314 2661 Executive Center Circle (850) 245-6052 Tallahassee, FL 32301 (850) 245-6052
FLORIDA PROFIT BENEFIT CORPORATION COVER LETTER New Filing Section P. O. Box 6327 Tallahassee, FL 32314 SUBJECT: (PROPOSED CORPORATE NAME MUST INCLUDE SUFFIX) Enclosed are an original and one (1) copy of the articles of incorporation and a check for: $70.00 $78.75 $78.75 $87.50 Filing Fee Filing Fee Filing Fee Filing Fee, & Certificate of Status & Certified Copy Certified Copy & Certificate of Status ADDITIONAL COPY REQUIRED FROM: Name (Printed or typed) City, State & Zip Daytime Telephone number E-mail address: (to be used for future annual report notification) NOTE: Please provide the original and one copy of the articles.
ARTICLES OF INCORPORATION FOR FLORIDA PROFIT BENEFIT CORPORATION In compliance with Chapter 607 and/or Chapter 621, F.S. (Profit) ARTICLE I NAME The name of the benefit corporation shall be: ARTICLE II PRINCIPAL OFFICE Principal street address Mailing address, if different is: ARTICLE III BENEFIT STATEMENT AND BUSINESS PURPOSE The corporation elects to be a benefit corporation in accordance with s. 607.603, F.S. The purpose for which the corporation is organized is to create a general public benefit and: The general and/or specific public benefit(s) to be created by the corporation (in addition to its general purpose) is/are as follows (optional): ARTICLE IV SHARES The number of shares of stock is: ARTICLE V INITIAL OFFICERS, DIRECTORS, BENEFIT DIRECTOR AND BENEFIT OFFICER (if Applicable)
If applicable, BENEFIT DIRECTOR: Name : If applicable, BENEFIT OFFICER: ARTICLE VI REGISTERED AGENT The name and Florida street address (P.O. Box NOT acceptable) of the registered agent is: ARTICLE VII INCORPORATOR The name and address of the Incorporator is: ARTICLE VIII ADDITIONAL QUALIFICATIONS OF BENEFIT DIRECTOR, IF ANY: Having been named as registered agent to accept service of process for the above stated corporation at the place designated in this certificate, I am familiar with and accept the appointment as registered agent and agree to act in this capacity Required Signature/Registered Agent Date I submit this document and affirm that the facts stated herein are true. I am aware that the false information submitted in a document to the constitutes a third degree felony as provided for in s.817.155, F.S. Required Signature/Incorporator Date